Common use of Purchase and Sale of the Notes Clause in Contracts

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and ordinary share purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, and (z) up to five subsequent Tranches of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) each and including an original issue discount of up to Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00) each, to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with each such Tranches and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. Subject At the Closing (as defined herein), the Undersigned hereby agrees to cause each Holder to sell to the terms Company the aggregate principal amount of Existing Notes (collectively the “Purchased Notes”), and conditions in exchange therefor the Company, hereby agrees to purchase such Purchased Notes for cash, all as set forth hereinopposite such Holder’s name on Exhibit A hereto. The closing of the Transaction (the “Closing”) shall occur on the third business days after the date of this Agreement. On the date of the Closing, each Holder shall (a) deliver or cause to be delivered to the Company all right, title and interest in and to its Purchased Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Purchased Notes free and clear of any Liens and (b) deliver or cause to be delivered to the Company the applicable IRS forms described in Section 4.5, in exchange for the amount of cash specified on Exhibit A hereto (the “Cash Consideration”) (or, if there are no Accounts, the Company shall issue deliver to the Undersigned, as the sole Holder, the Cash Consideration applicable to such Holder as set forth on Exhibit A hereto). Upon and sell subject to the terms set forth in this Agreement, at the Closing, the Company hereby agrees to pay to each InvestorHolder an amount in cash equal to the accrued but unpaid interest, and each Investor shall purchase from the Companyif any, convertible promissory notes, in the form attached hereto on such Holder’s Purchased Notes as set forth on Exhibit A under the heading “Interest Settlement” (each, a “Note” and togethersuch amount, the “NotesInterest Settlement”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and ordinary share purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, and (z) up to five subsequent Tranches of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) each and including an original issue discount of up to Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00) each, to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with each such Tranches and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and ordinary share common stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.002,000,000.00) and including an original issue discount of Four up to an aggregate of Three Hundred Forty-Two Thousand Five Hundred and Zero/100 United States zero/100 Dollars ($442,500.00300,000.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, and (z) up to five subsequent Tranches of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Three Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00350,000.00) each and including an original issue discount of up to Four Hundred Forty-an aggregate of Fifty Two Thousand Five Hundred and Zero/100 United States zero/100 Dollars ($442,500.00) each52,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with each such Tranches and (ii) Warrants to purchase a number of Ordinary Shares shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth hereinforth, the Company shall issue and sell Purchaser agrees to each Investor, and each Investor shall purchase from the CompanyIssuer, convertible promissory notesand the Issuer hereby agrees to sell to the Purchaser, in the form attached hereto as Exhibit A principal amount of the above- referenced Notes set forth on Schedule I (each, a “Note” and together, the “Notes”), [adjusted as provided in the preceding paragraph,] at the purchase price set forth on Schedule I under the heading “Purchase Price.” As provided in Section 7 hereof, the Purchaser shall deduct from such Purchase Price an amount up to origination fee of 0.10% of the principal amount of the Notes being purchased by the Purchaser. The Notes shall mature on the date set forth on Schedule I under the signature page hereto executed by heading “Maturity Date,” shall bear interest from their dated date payable on the dates set forth on Schedule I under the heading “Interest Payment Dates” and at the rate determined as provided on Schedule I under the heading “Interest Rate” and shall have such Investor and ordinary share purchase warrants, other terms as are set forth on Schedule I. Such Notes shall be in the form attached set forth in Exhibit E hereto and shall have the credit as Exhibit B (each, a described on Schedule I under the heading “WarrantCredit for the Notes” and togetherare being issued pursuant to and in accordance with the provisions of the applicable law and the Authorizing Actions of the Issuer described on Schedule I under the heading “Authorizing Actions.” With the approval of the Purchaser, the “Warrants”). Subject Notes may contain a provision permitting the Issuer to require the Purchaser to sell all or a portion of its Notes back to the terms and conditions set forth herein, Issuer on any business day at a price of 100% of the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), principal amount thereof [plus any unamortized premium] plus accrued interest to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and date upon five (ii5) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investorsbusiness days’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, and (z) up to five subsequent Tranches of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) each and including an original issue discount of up to Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00) each, to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with each such Tranches and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”notice.

Purchase and Sale of the Notes. Subject to Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the Company shall issue and sell Purchaser hereby agrees to each Investor, and each Investor shall purchase from the CompanyIssuer, convertible promissory notesand the Issuer hereby agrees to sell to the Purchaser, the Issuer’s Notes, Series 2007, in the form attached hereto aggregate principal amount of up to $100,000,000 (“Initial Notes), and any additional notes in the aggregate principal amount of up to $25,000,000 if and to the extent requested by the Issuer, and agreed to by the Purchaser, pursuant and subject to the terms of the Indenture, including, but not limited to, the fulfillment of certain conditions (as Exhibit A defined below) (eachthe “ Additional Notes”) (the Initial Notes and the Additional Notes, a “Note” and togethercollectively, the “Notes”). The Notes are being sold by the Issuer to the Purchaser, a sophisticated institutional investor, which has conducted its own independent review of the security for the Notes, in an amount up to a direct, private placement transaction, and no official statement or other offering document has been or will be prepared in connection with such sale and purchase transaction. The Notes will be as described in, and will be issued and secured under the principal amount set forth on provisions of, the signature page hereto executed Trust Indenture, dated as of May 7, 2007 (the “Indenture”), by such Investor and ordinary share purchase warrantsbetween the Issuer and U.S. Bank Trust National Association, in as trustee (the “Trustee”), the form of which is attached hereto as Exhibit B A. The Notes will be dated the date of issuance thereunder, will mature on the Maturity Date (each, a “Warrant” as defined in the Indenture) and together, the “Warrants”). Subject will be subject to the terms and conditions optional redemption as set forth herein, in the sale and purchase of Indenture. The Notes and Warrants shall be conducted issued in tranches (each, a single series and designated as “TrancheSeries 2007,” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) each with an aggregate Principal Amount stated principal amount of Notes at least U.S. $100,000 and integrals of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars (U.S. $2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred 5000 in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, and (z) up to five subsequent Tranches of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) each and including an original issue discount of up to Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00) each, to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with each such Tranches and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranchesexcess thereof. The purchase price of a for the each Note and its accompanying Warrant shall will be computed by subtracting the portion 100% of the OID represented by that such initial principal amount of the Note, plus accrued interest thereon calculated at the Note Rate from the portion dated date of the Principal Amount represented Note through the date of purchase by such Note (a “Purchase Price”)the Purchaser. For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, The Notes shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts bear interest in accordance with Section 2.02 of the Notes Indenture, and shall be referred to together as, otherwise have the “OID; and terms provided in the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”Indenture.